GTLB Insider Activity: Board Member Adds 4,906 Shares via RSU Grant

Rhea-AI Filing Summary

GitLab Inc. (NASDAQ: GTLB) filed a Form 4 on 23 June 2025 disclosing a routine insider equity award. Director Merline Saintil received 4,906 Class A restricted stock units (RSUs) on 20 June 2025, coded “A” for an award under Rule 16 reporting. The RSUs carry no purchase price and will fully vest on the earlier of the 2026 annual shareholder meeting or one year from the grant date, contingent upon continued board service.

Following the grant, Saintil’s beneficial ownership increases to 14,808 Class A shares, a figure that includes both vested and unvested stock. No open-market purchases, option exercises, or share disposals were reported, and no derivative securities were involved. The filing does not reference a Rule 10b5-1 trading plan.

Because the transaction is part of GitLab’s standard non-employee director compensation program, it is considered administrative rather than strategically significant. Nevertheless, it modestly aligns director and shareholder interests by expanding insider ownership without dilution beyond the authorised equity plan.

Insights

Corporate Governance Expert

TL;DR: Routine board RSU grant; neutral governance impact and negligible valuation effect.

The Form 4 shows a standard annual equity award under GitLab’s director compensation policy. Transaction code “A” confirms it is a non-cash grant, not an open-market buy. The additional 4,906 shares raise Saintil’s stake to 14,808, still an immaterial percentage of the 160 + million share base, so signalling value is limited. There are no red flags—no sales, no options repricing, and no deviation from historical practice. Governance takeaway: equity remains the primary tool for director alignment, and vesting terms (one-year cliff) are typical.

Portfolio Manager

TL;DR: Insider ownership edges up, but size is too small to influence GTLB investment thesis.

From a portfolio perspective, the grant does not alter supply-demand dynamics or hint at management outlook. The director received shares at a zero cost basis under the existing equity plan; thus, no cash changed hands and no market signal on valuation was sent. Position size (<1 bp of market cap) indicates negligible dilution and limited alignment effect. I classify the event as informational only—worth logging in insider-activity trackers but insufficient to drive position sizing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Saintil Merline

(Last) (First) (Middle)

C/O GITLAB INC.

(Street)

NOT APPLICABLE DE

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gitlab Inc. [ GTLB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/20/2025		A		4,906(1)	A	$0	14,808(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an annual grant of restricted stock units ("RSUs") for non-employee board service. Each RSU represents a right to receive one share of Gitlab Inc. (the "Company") Class A Common Stock upon vesting. The shares underlying the RSUs will fully vest on the earlier of (1) the date of the following year's annual meeting of the Company's stockholders and (2) the date that is one year following the date of grant (the "Vesting Date"), subject to the reporting person's continued service to the Company on the applicable Vesting Date.

2. Includes shares of Class A Common Stock that have not yet vested.

Remarks:

	/s/ Robin Schulman, Attorney-in-Fact for Merline Saintil	06/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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